Collin Texas Regla 144 Carta de Representación del Vendedor No Afiliado - Rule 144 Seller's Representation Letter Non-Affiliate

• Category: Carta - Representación del vendedor
• State: Multi-State
• County: Collin
• Control #: US-1044BG
• Format: Word

Description

When you acquire restricted securities or hold control securities, you must find an exemption from the SEC's registration requirements to sell them in a public marketplace. Rule 144 allows public resale of restricted and control securities if a number of conditions are met. Restricted securities are securities acquired in unregistered, private sales from the issuing company or from an affiliate of the issuer. Investors typically receive restricted securities through private placement offerings, Regulation D offerings, employee stock benefit plans, as compensation for professional services, or in exchange for providing "seed money" or start-up capital to the company An affiliate is a person, such as an executive officer, a director or large shareholder, in a relationship of control with the issuer. Control means the power to direct the management and policies of the company in question, whether through the ownership of voting securities, by contract, or otherwise. If you buy securities from a controlling person or "affiliate," you take restricted securities. Attorneys, transfer agents and brokers must be certain that all of the conditions of Rule 144 are met prior to taking action to remove a restrictive legend, but only the Seller can ensure that all the conditions are present at the actual time of sale. In order to protect themselves in issuing opinion letters and removing legends, transfer agents and most attorneys now require a letter from the Seller making certain representations and affirmations regarding their eligibility to rely on Rule 144 in the sale of their securities. This letter is commonly referred to as a Seller's Representation Letter. Collin Texas Rule 144 Sellers Representation Letter Non-Affiliate is a legal document used in securities transactions, specifically under Rule 144 of the Securities Act of 1933. This letter is required when a non-affiliated seller intends to sell restricted securities. Restricted securities are securities that have certain limitations on their transferability and sale. Rule 144 provides an exemption from registration requirements for the sale of these securities if certain conditions are met. One such condition is the submission of a proper Seller's Representation Letter. The purpose of this letter is to provide assurance to the applicable regulatory authorities that the seller meets the requirements of Rule 144 and is not an affiliate of the issuer. Affiliates are often insiders or entities closely associated with the issuer, and their transactions may require different documentation. The Collin Texas Rule 144 Sellers Representation Letter Non-Affiliate contains various essential elements to satisfy the regulatory requirements. It typically includes the following key details: 1. Personal Information: The letter begins by collecting crucial personal information about the seller, such as full legal name, contact details, address, and social security number. 2. Securities Information: The next section requests detailed information about the restricted securities being sold, including the type of security, quantity, acquisition date, purchase price, and the manner of acquisition. 3. Holding Period: Sellers must confirm that the restricted securities have been held for a specific time period as mandated by Rule 144. This usually includes a representation that the securities have been held for at least six months or one year, depending on whether the issuer is a reporting company or not. 4. Affiliation Confirmation: Sellers must explicitly state that they are not affiliates of the issuer, meaning they are not officers, directors, or significant shareholders with control over the issuer's actions or policies. This is crucial as Rule 144 distinctively applies differently to affiliates. 5. Intention to Sell: The letter also requires the seller to declare their intention and purpose for the sale of restricted securities. This helps ensure compliance with Rule 144's restrictions on sales volume and frequency. 6. Certification and Signature: The letter concludes with a certification stating that all the information provided is true and accurate to the seller's knowledge and belief. The seller must sign and date the letter to authenticate it. It's important to note that while the content and requirements of the Collin Texas Rule 144 Sellers Representation Letter Non-Affiliate may remain consistent, it may be referred to by different names or variations, depending on the legal practices and local requirements. Other possible types of representation letters for Rule 144 sales include Affiliated Seller's Representation Letter, Restricted Stock Seller's Representation Letter, or Seller's Undertaking Letter for Rule 144 Compliance.

Collin Texas Rule 144 Sellers Representation Letter Non-Affiliate is a legal document used in securities transactions, specifically under Rule 144 of the Securities Act of 1933. This letter is required when a non-affiliated seller intends to sell restricted securities. Restricted securities are securities that have certain limitations on their transferability and sale. Rule 144 provides an exemption from registration requirements for the sale of these securities if certain conditions are met. One such condition is the submission of a proper Seller's Representation Letter. The purpose of this letter is to provide assurance to the applicable regulatory authorities that the seller meets the requirements of Rule 144 and is not an affiliate of the issuer. Affiliates are often insiders or entities closely associated with the issuer, and their transactions may require different documentation. The Collin Texas Rule 144 Sellers Representation Letter Non-Affiliate contains various essential elements to satisfy the regulatory requirements. It typically includes the following key details: 1. Personal Information: The letter begins by collecting crucial personal information about the seller, such as full legal name, contact details, address, and social security number. 2. Securities Information: The next section requests detailed information about the restricted securities being sold, including the type of security, quantity, acquisition date, purchase price, and the manner of acquisition. 3. Holding Period: Sellers must confirm that the restricted securities have been held for a specific time period as mandated by Rule 144. This usually includes a representation that the securities have been held for at least six months or one year, depending on whether the issuer is a reporting company or not. 4. Affiliation Confirmation: Sellers must explicitly state that they are not affiliates of the issuer, meaning they are not officers, directors, or significant shareholders with control over the issuer's actions or policies. This is crucial as Rule 144 distinctively applies differently to affiliates. 5. Intention to Sell: The letter also requires the seller to declare their intention and purpose for the sale of restricted securities. This helps ensure compliance with Rule 144's restrictions on sales volume and frequency. 6. Certification and Signature: The letter concludes with a certification stating that all the information provided is true and accurate to the seller's knowledge and belief. The seller must sign and date the letter to authenticate it. It's important to note that while the content and requirements of the Collin Texas Rule 144 Sellers Representation Letter Non-Affiliate may remain consistent, it may be referred to by different names or variations, depending on the legal practices and local requirements. Other possible types of representation letters for Rule 144 sales include Affiliated Seller's Representation Letter, Restricted Stock Seller's Representation Letter, or Seller's Undertaking Letter for Rule 144 Compliance.

Para su conveniencia, debajo del texto en español le brindamos la versión completa de este formulario en inglés. For your convenience, the complete English version of this form is attached below the Spanish version.